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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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         (2) increased by
    
 
   
              (a) the projected earnings before interest, taxes, depreciation
                  and amortization of any other cable systems that are actually
                  acquired by, contributed to or subject to a definitive
                  acquisition agreement with Charter Communications Holding
                  Company as of the closing of the Bresnan acquisition,
                  multiplied by 17; and
    
 
   
              (b) the fair market value of non-cable assets acquired by or
                  contributed to Charter Communications Holding Company as of
                  the closing of the Bresnan acquisition, as determined by a
                  third-party appraiser.
    
 
   
       The post-closing adjustments would increase or decrease the number of
       membership units issued to the Bresnan sellers by recalculating the value
       of Charter Communications Holding Company taking into account:
    
 
   
         (1) any termination of the Fanch, Falcon and Avalon acquisitions or any
             other pending acquisitions as of the closing of the Bresnan
             acquisition;
    
 
   
         (2) the difference between the estimated pro forma liabilities to be
             incurred in connection with pending acquisitions as of the closing
             of the Bresnan acquisition and the actual liabilities incurred; and
    
 
   
         (3) the difference between the projected earnings before interest,
             taxes, depreciation and amortization of acquired cable systems or
             cable systems of pending acquisitions as of the closing of the
             Bresnan acquisition and the actual earnings before interest, taxes,
             depreciation and amortization of such systems.
    
 
   
     - Collectively, the Bresnan sellers will have "piggyback" registration
       rights and, beginning 180 days after this offering, up to four "demand"
       registration rights with respect to our Class A common stock issued in
       exchange for the membership units in Charter Communications Holding
       Company. The demand registration rights must be exercised with respect to
       tranches of our Class A common stock worth at least $40 million at the
       time of notice of demand or at least $60 million at the initial public
       offering price. We intend to register the Class A common stock issuable
       to the Bresnan sellers in exchange for membership units in Charter
       Communications Holding Company for resale pursuant to a shelf
       registration statement on Form S-1. We are seeking the agreement by the
       Bresnan sellers not to transfer the shares of Class A common stock prior
       to 180 days after the completion of this offering.
    
 
   
     The Bresnan cable systems to be acquired in this acquisition are located in
Michigan, Minnesota, Wisconsin and Nebraska and serve approximately 656,000
customers. For the six months ended June 30, 1999, the Bresnan cable systems we
are buying had revenues of approximately $137.3 million. For the year ended
December 31, 1998, these systems had revenues of approximately $262.0 million.
Approximately 57% of these systems' customers are currently served by
    
 
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